Her Innocence
by Prongs's Lily
Summary: Revised. Rated M for a reason. Smut. Ariel/Ursula, dub-con. She used to be Snow White, but she drifted.


**WARNING: This is rated M for a reason, that reason being pure smut. Dub-con. Can possibly be construed as rape. Ariel/Ursula pairing. Inspired by "Tentacled".**

**Revised at the request of the author of "Tentacled".**

**Do Not Own "The Little Mermaid" or any characters from said production. "The Little Mermaid" and all affiliated with it belong to Disney.**

**Enjoy.**

**.oOHer InnocenceOo.**

"No Ariel! The sea-witch is evil! EVIL! She would kill you in a heartbeat! Less than that, even!"

When warning Ariel of the dangers of visiting the manipulative and evil sea witch failed, Sebastian the crab had to resort to more desperate measures. "How can you go against your father like this? Betray everything your father stands for? His own daughter!"

"Father will never understand! He can't know that I love Eric…he would smite him with his trident in moments if he thought it would stop me from seeing him again! Which it would," Ariel admitted. "All because he's too prejudiced against humans to see that they aren't all bad!"

"Humans are evil!" screamed the crustacean.

"I will never believe that! And nothing you can say will ever change my mind! Just go away Sebastian! Go report to Father like you do every day, ruining everything! I am NOT a child!" And with that, the redheaded mer-princess rapidly flipped her tail, throwing off the scarlet Sebastian (not that he wasn't always red) and swam away, speeding through the warm ocean currents.

However, mere moments after she'd lost the crabby crustacean, Ariel stopped, gazing around. She wasn't quite sure where the sea witch's cave was, exactly. Father had always forbidden her from going within miles of it. But she was sure it couldn't be too far off…

Suddenly, as she floated motionlessly, lost in thought, a slender flash of black crossed her vision; then another passed by. She jumped, edgily glancing around. When she turned back around, two eels were staring at her craftily.

Ariel bit her lip and gazed at them. They weren't black at all – more of a grayish green. Their golden eyes examined her closely and the redhead uneasily wrapped her arms around herself.

"Well, what have we here?" One of the eels asked in a sly voice, moving towards her and moving in a circle around her. Ariel turned to face it as it moved, and she squealed when the other moved over her shoulder, speaking in her ear.

"A little mermaid, far away from home…" it slowly joined the first eel.

"Who…who are you?" she asked, slightly frightened.

"We are…associates of Ursula, the sea witch," the first replied, shifting around to her left and twining through her hair. Ariel's blue eyes widened.

"Can you take me to her?" She asked the second eel. It gazed at her silently before twisting its way around her waist. She shivered at the feel of its smooth, scaly coat on her bare skin.

"Yesssss…" one of them hissed in her ear. They began to casually pull her forward through the murky waters. The two continued to move around her, brushing her bare skin, wrapping around her tail, coiling through her silky hair.

The sea witch's cave soon loomed ahead in the murky distance, black and forbidding. Swallowing back her fear, she glanced behind her to see if her crustacean guard and fishy friend Flounder were following her. Her bright blue eyes couldn't spot them in the green-blue water, but that didn't mean they weren't there. The two eels moved ahead of her, glancing back every so often as if to make sure she was following.

Ariel turned back to the cave and swam forwards, thinking about what had driven her to ask for Ursula's help. She sighed dreamily as she thought of the dark hair, strong body, and handsome features of Eric, the human she had saved from the shipwreck. Her pretty porcelain face quickly turned stormy as she scowled, thinking of the destruction her father had wrought on her precious grotto, once filled with beautiful, interesting human things, now in ruins.

Her father would never understand, not since her mother's death at the prow of a human ship. He had hated them ever since.

Sooner than she thought, Ariel saw the eels enter the forbidding mouth of Ursula's cave. She shuddered as she entered, gazing over the living polyps that covered the floor and walls. They stared at her with beady dark eyes that seemed to scream "Go back! Go back!"

She continued to gaze at them, fascinated and horrified. Suddenly, one of them leapt up and grabbed her wrist, and another pulled on her tail, making her scream in disgust and fright. Then the eels were there, biting at the polyps. The gross creatures let her go, and the eels moved her forward. She looked back at the brown things once more…but she looked away from them and continued to the main chambers, where she found Ursula waiting. She hesitated before entering, gazing at the half-woman, half-octopus witch that pored over her cauldron. She was large, with periwinkle blue skin on her human top half and many thick, pure black tentacles with lavender undersides and suction cups. Her hair was silvery white, her eyes were black, and her lips were red, though Ariel's long hair was brighter.

"I've been expecting you, my dear! Come, come, we mustn't lurk in doorways," she said, turning around and smirking at the mermaid. Ariel flinched back a little, startled.

"How did you know I was coming?" she asked curiously, edging a little closer.

"My dear, I am a sea witch – I can foresee many, many things. So…you want to become a human." It wasn't a question.

"Can you do it?" Ariel asked hopefully.

Ursula threw her a calculating glance. "I can do anything my dear. But…everything comes with a price. The only question is…will you accept it?"

So excited at the idea of becoming human, Ariel missed the way Ursula's eyes roamed over her slim figure and the sly smirk on her lips. "I'll do anything, give you anything you want. Just please…make me human," she begged.

"Wonderful! I will make you human for three days. Just three. No more, no less. If your prince kisses you by the end of those three days, you will be a human forever. If not, you will return to the ocean…and then we'll see. But we must…relocate, I think. Your little…friends have followed you here. Come…if you wish to be human," the witch replied.

"No!" Ariel glanced back at the entrance tunnel with a terrified look. "I have to be with Eric. Take me with you. Just…before they come." She swam to Ursula's side. Ursula grabbed ahold of her arm and released a spurt of ink, twisting her tentacles. Ariel coughed and waved her arm in front of her face. When the ink faded away, she realized that they were…somewhere else.

She could see the sandy beach from where they floated under the water. There was dry land all on one side of…wherever they were, and…_she could see the sky_.

"Are we on the beach?" she nearly squealed in joy. "Are we?"

"Yes, we are…but we are in a safe area, a place only I know of, where no humans and certainly not your crabby little friends can discover us. It is here that I will make you human…and here that you will pay my price."

"I didn't bring anything to pay you with!" Ariel exclaimed in dismay.

"Oh, no, no, no. my price is not coins or material treasures…my price, my dear, is your virginity." Ursula replied, a crafty smile on her red mouth.

"What's that?"

"Virginity is something all human girls have, my sweet. Once you are human, you will be able to give it to me. You'll never miss it. I might even make the payment enjoyable...we'll see."

"Alright then," Ariel replied. If it wasn't something she would miss, then why not? Just as long as she could be human. And they were already on the beach! All she'd have to do was walk away!

"Now go on, I must prepare to turn you into a human," Ursula said, shooing the mermaid away as she summoned a cauldron and several potion ingredients. Muttering several incantations to herself as she sprinkled and mixed together the collection, her potion was soon completed.

"Princess!" she called, and the mermaid eagerly swam over, brushing away daydreams of Eric. She handed the vial full of potion to Ariel and the scarlet-haired girl drank it without hesitation. Ursula chanted a spell while making several hand gestures over the green-looking mermaid (potions were absolutely foul).

A bright orangey-pink light surrounded the mermaid's body and her back arched in pain. Her muscles tightened and she convulsed, inadvertently swallowing water.

Ursula sighed and shook her head, pushing the top half of the still quivering mermaid-turning-human onto the beach. Ariel screamed in agony as her tail stiffened like a board, a flash of fiery pain running straight down the center, splitting it in two. The same throbbing flew to her chest, and she watched in pain as her breasts grew at least three or four times larger than they had been before. The pain disappeared, though her seashells had grown so small that her breasts ached from the pressure that smashed them down.

Ariel sighed as all the pain finally disappeared. "I'm…I'm alright," she whispered to herself. At the same time she wondered what human women needed breasts this large for. They were heavy! And they seemed more sensitive than before her transformation – she could feel all the ridges and curves of the too-small seashells on her tits. Although that could be because they were so squished.

"Good," Ursula replied. Ariel started, not having realized that the sea witch had joined her on the beach. When she jerked at Ursula's voice, her hand brushed against the end of the older woman's tentacle, and the sea witch twitched. Her tentacles were extremely sensitive, about the equivalent of a human male's reproductive organ, a comparison she sneered at, but which was true nonetheless.

"And now, for your payment." Ursula mentally rolled her eyes at the naïveté of the little mermaid-human.

Ariel, who had spotted her legs and was now examining them minutely, looked up, "I still don't know what it is. What is it? Where is it?"

"You can't give it to me, my dear. I have to…take it from you," Ursula said, casually reaching out and snaking a tentacle around the girl's back.

"Oh." Ariel replied simply, barely glancing at the tentacle, too enraptured by her new porcelain legs. "You can take it then."

"It will take some time to…acquire, I think," Ursula admitted. "So why don't you just lie down on your back and put your pretty little legs together. I'll begin as soon as you're in position."

Ariel quickly lay back and put her new legs together, eager to pay and go find Eric.

Ursula slid into the water, swirling away the sand that had stuck to her numerous tentacles. She cast a small spell on herself and Ariel that would prevent the sand from sticking to her appendages and the newly turned human's lithe body. The witch pulled out of the water and straddled Ariel's body.

"What are you doing?" Ariel asked curiously, and with a small measure of fear. She really had no idea what Ursula wanted.

"Why don't you shut your pretty little mouth?" Ursula suggested, one of her fingernails tracing Ariel's scarlet lips. "You wouldn't want me to gag you, would you?"

"What -?" Ariel's question was cut of by two of Ursula's thick tentacles that wrapped themselves around her head and covered her mouth and eyes. Ariel struggled, attempting to worm her way out from under the sea witch, but Ursula was too heavy.

"Stop moving or you won't like the consequences," Ursula snapped. Ariel ignored her and continued to move, making Ursula sigh.

"Oh well. I did warn her." Four of her tentacles snapped out, one for each of her human limbs. Her ankles and wrists were effectively pinned, and Ariel could barely make a sound besides whimpering, plus she couldn't see.

Ariel subsided quickly when Ursula didn't move, curious as to what, exactly, this virginity was and where it was located. She was sure she'd be able to feel whatever it was, and maybe she had more than one!

Ursula smirked and leant forward slightly, allowing her tentacles to force apart Ariel's legs. Ariel resisted momentarily, feeling as though she should at least try, but stopped rather quickly when it barely affected the sea witch's movements. She sighed inaudibly, no longer resisting. Then the tentacle over her eyes moved, and she could see again.

The periwinkle-skinned woman reached forward with four more thick black tentacles that paused near Ariel's breasts. They were far larger than before her transformation into a human and the purple seashells that before had covered her entire breast and then some barely covered her nipples now. A tentacle snaked around her back, but the tie that held the shells to her chest was so tight against the human's skin that the tentacle couldn't undo the knot. Ursula smirked, darkly teasing, and popped the strap against the little girl's skin.

Ariel squealed in pain from behind the tentacle that gagged her; the strap was so tight that it left a welt on the pale skin where Ursula had snapped it against her. The sea witch then just snapped the seashells in two, flinging them off of Ariel's pale mounds. Ursula inspected them for a moment, seeing the obvious enlargement; they would now be a little larger than the span of her own hands. The nipples and areolas had also grown in proportion with her breasts; they were pale pink and the nipples were large, but soft.

"Ahhh," Ursula half-sighed. "I'd almost forgotten how pretty a nice pair of pert titties could look. Some of my best work, I think." She reached out with her actual hands, scooping them, one in each, to get a feel for their weight and shape. Her touch was not soft – it was rough, judging carelessly. Ariel gazed at her with the same naïve, curious intent. No one had ever touched her like this before, but it felt oddly good, yet wrong.

Ursula fondled Ariel's breasts roughly, squeezing them tightly with her hands until she was satisfied. Two of the four tentacles moved back down, while the other two wrapped around the base of each of her tits, the suction cups latching on to her skin. Ursula twisted her large, pert nipples harshly, and they hardened slowly, from the base to the tip, where Ursula twisted them painfully. Ariel began to struggle against the painful touches, but Ursula's tentacles pinned her arms and legs down, and the woman's sheer size kept Ariel in place.

"You poor, poor unfortunate girl," the large woman leered down at the helpless former mermaid. "No one's ever touched you…tasted you. I do so love little virgins…so untouched and uncorrupted."

She bent her head and enveloped one of Ariel's large nipples in her mouth. She swirled her lithe tongue around it, smirking to herself when she heard Ariel's heavy breathing. Carefully, yet harshly, she bit the tip, making Ariel cry out in pleasure and pain. Ariel unconsciously arched her back into the warm wetness of Ursula's mouth, and the witch opened her mouth impossibly wide (a result of another spell, in preparation for this very moment), taking in the girl's entire tit. She caressed it with her tongue, and the tentacle wrapped around the base squeezed and massaged it roughly. The combination made innocent little Ariel moan with pleasure.

Her other hand and tentacle pumped the princess's other breast harder in conjunction, making Ariel's eyes roll back in her head. The sea witch switched breasts and squeezed the wet breast as she sucked on the other.

When she felt Ariel's lower abdomen and legs twitching, she released both breasts and the little princess moaned in displeasure. Ursula inspected the results of her handiwork, noting the flush that had appeared on the mounds and the pert, stiff nipples that pointed to the sky.

"Hmmm…not very tasty." She remarked, tapping her chin mock-thoughtfully. Ariel looked at her from half-lidded eyes. The sea witch let a wicked smile spread across her lips and she moved off of the princess's body. However, four tentacles now kept the girl's arms pinned and the two on her legs had also multiplied to four. The leg tentacles moved Ariel's legs up and apart, so that in the end, she lay on her back, but with her legs in the air so her hairless nether lips and ass were bared. Ursula could see them well from her position between Ariel's spread legs.

She examined the girl's feminine parts, smirking darkly as she saw that the innocent princess was dripping wetness. Without a word of warning, she drew her finger across Ariel's slit and flicked her clit. Ariel groaned in pleasure, tossing her head and moving her hips as much as she was able. Ursula played with the girl's clitoris, pinching it and rolling it in her fingers. Ariel's moans and heavy breaths made the witch smile.

Ariel had never, ever experienced these sensations before – no mermaid had. She was unprepared for these touches and what would follow. She screamed when Ursula drove a finger into her virgin vagina, still playing with her clit in ways that made the princess's vision swim.

The sea witch removed her finger after several minutes of this torturous teasing, only to grab hold of Ariel's left ass cheek, squeezing it roughly. With a leer on her lips, she told the little innocent human that she was about to feel something she'd never felt before. She was right.

With a laugh at Ariel's dazed expression, she drew a thick tentacle close and probed the redhead's wet hole with it, making the girl twitch in surprise. Without warning, the tentacle drove into her vagina, stretching her wide in seconds and making the girl scream in pain. Tears dripped from her bright blue eyes as the tentacle continued to move deeper inside her. Ursula paused when she felt Ariel's virginal wall.

"This will hurt," were her only three words before breaking the wall and pushing farther in. Ariel convulsed (as much as she was able to) in pain, sobbing and screaming her lungs out.

The sea witch ignored her cries and pulled out the tentacle, washing away some of the blood before pushing it back in and pumping hard. She pinched the girl's clit hard and Ariel yelled as her stomach tightened and she had her very first orgasm. The princess felt herself contract around the thick tentacle and suddenly it stopped, making her gasp and collapse back, trying to breathe but failing due to the tentacle that still gagged her.

Ursula removed the tentacle in her mouth and Ariel wheezed.

"Hmmm…you liked that, didn't you, princess?" Ursula leered. "Fortunately for you, there will be more where that came from."

Ursula lay back on her back and eight tentacles lifted Ariel into the air so she "lay" on her [Ariel's] stomach. Her heavy breasts hung down and Ursula squeezed them harshly. Ariel stared down at her subjugator and whimpered in fear and pain. Ursula just smiled up at her darkly and continued to touch her breasts.

Suddenly, Ariel felt a tentacle prodding at her swollen pussy. It thrust inside of her and she moaned in pleasure. It pushed in and out, going further and further in every time. Another two tentacles spread apart her ass cheeks painfully, and she felt another tentacle swirling around her tight asshole. The girl tried to look back but couldn't. Abruptly, she felt another tentacle enter her pussy instead of her asshole. The two tentacles were very thick, and they stretched her even farther. They started up a rhythm, one tentacle moving farther in then back, then the other doing the same. However, both tentacles stayed in her vagina at the same time.

Unexpectedly, as she moaned her pleasure, Ariel felt the tentacle that had been prodding her asshole push into it, and her virgin ass was no longer. She squealed in pain as it stretched her tight little ass, moving in the same rhythm as the two in her pussy.

After continuing this for several minutes, drawing grunts and loud moans from the girl, Ursula grew bored with the same routine and decided to up the ante.

Ariel cried out as a third bulky tentacle was shoved into her vagina, then a fourth. She was being stretched to her limits, and screamed in pain with each tentacle's movement, yet she also moaned gutturally in pleasure as each tentacle in turn stroked a spot inside of her that made her see stars.

Somehow, Ursula managed to force two more enormous tentacles into Ariel's ass, moving them roughly as her second and third orgasms rocked through her.

The little human begged and pleaded for more, and Ursula obliged, allowing four of her tentacles to return to the girl's breasts, crushing them together while harshly pinching and twisting her rock hard nipples. The tentacles holding Ariel up also twisted her so she was "sitting" in the air, her legs spread wide, letting the tentacles in her vagina penetrate deeper and deeper. They no longer kept up a one-by-one rhythm, simply moving two in as far as they would go before pulling them back and pushing the other two in. Ariel moaned and screamed her pleasure at Ursula's rough ministrations.

"Open wide, little princess," Ursula cried, and Ariel opened her mouth, but the witch had other plans. In one forceful push, all four tentacles in her pussy pushed in as far as they could, stretching Ariel wider and wider. The tentacles in her ass did the same, shoving farther in. The dark appendages on her breasts squeezed and twisted tighter than ever. The girl screamed for all she was worth, writhing in pleasure and pain. The witch hissed out a spell that would make Ariel's vagina and asshole as tight as a virgin's the next time she, and only she, fucked her.

The girl was so tight and wet and warm that Ursula's tentacles began to swell, making Ariel scream ecstatically in a pitch so high, only dogs could have heard it. She could feel them growing bigger inside of her, poking every spot that made her see fireworks. Ursula grew even larger as Ariel's ass and vagina contracted tighter, and she released herself with a loud, satisfied cry, exploding inside of and on the princess.

Hot cum filled Ariel's pussy and ass and she nearly passed out at the feeling. The seed filled every space that Ursula's tentacles hadn't, and she orgasmed three times in succession. Cum from Ursula's tentacles that had held up her body and played with her breasts covered said tits and most of her arms and legs.

Ursula removed the tentacles from Ariel's swollen body, setting Ariel down.

"When you have recovered your strength, I will send you to your prince," she told the girl. Ariel nodded and collapsed between the sea witch's thick, wonderful tentacles.

"I just have one question Ursula," she said breathlessly.

"Yes my dear?"

"Do I have to go to Eric?" she asked quietly, staring into the woman's eyes.

"It was our bargain, but you have paid – it is up to you."

The mermaid-turned-human picked up two of Ursula's tentacles and placed them on her breasts, where they began massaging them gently. Ariel frowned and moved them more aggressively. Getting the idea, the tentacles squeezed and prodded her breasts roughly, like Ursula had done before. Ariel moaned in pleasure, but it wasn't enough for the insatiable girl.

She gripped a thicker, bigger tentacle and pushed it into her vagina, pleasuring herself with it. The redhead groaned gutturally and ground herself against the tentacle, whimpering and moaning with pleasure as the suction cups sucked on and clung to her inner walls erotically and the thick skin brushed against her "star spot", as she now thought of it. Ariel felt a pulse in her vagina and she put another tentacle on her own clit, writhing innocently as it toyed with her sensitive nub.

Ursula watched, smiling seductively as Ariel humped her tentacles. The girl orgasmed yet again, moaning and crying out Ursula's name. The sea witch smirked at the heat that surrounded her sensitive member as it swelled up, making Ariel moan louder. The tentacles on her breasts and clit began squeezing, pinching, prodding, twisting, and sucking harder, and the little mermaid-human came hard on Ursula's tentacle again.

"Enough," the sea witch finally said, removing her tentacles from Ariel's body. The girl whimpered at the loss and Ursula tweaked her flushed nipples with her hands. "We will continue with this later."

Ursula knew that the fish and crab had come and gone from her larger cave but didn't want to risk taking Ariel there, so she pulled Ariel back into the water and said a cunning spell that would allow the girl to breathe underwater for as long as she stayed with the sea witch. She then released a squirt of ink and they reappeared in her private chambers. Ariel gazed around, spotting a large lounge and vanity with a mirror covered in make-up. It was fairly empty other than a large wardrobe in the corner. To her surprise, Ursula led her right to it.

Opening the doors of the large closet, Ursula pulled open a drawer and was going through the clothing in it. Hanging from several coral hooks, Ariel could see different accessories and things that looked like something Ursula would wear. As the sea witch continued to go through the drawer, murmuring to herself, Ariel drifted over to the mirror and gazed at herself. Her skin was still pale; her eyes still bright blue, her hair still scarlet red. But the biggest – and best – change was that she had legs. Beautiful, long, glorious legs that she could kick and separate. And even better was the spot inside her, in between those gorgeous legs. The spot that Ursula touched that made her see stars.

She was so entranced by her reflection that she was startled when the tentacled woman came up behind her, holding something small in her hands. The sea witch lifted her arms with two of her tentacles – the reminder of her payment made her shiver in delight. Ursula's arms came around her and her fingernails brushed her still peaked nipples. Ariel tilted her head back and moaned softly, but a tentacle forced her head forward so she had to continue looking in the mirror.

Ursula was holding a pair of the tiniest shells Ariel had ever seen. They were the same shape as the purple ones, but were golden instead. Ursula placed them on top of her breasts and tied them tightly behind her back with a tiny golden string. The cups of the shells barely covered her large nipples and areolas. Two of Ursula's tentacles resettled the cups on her breasts and tightened the strings even further, making Ariel's tits look even bigger than they were, which was already bigger than Ursula's. They seemed enormous on Ariel's slim frame.

The girl watched as Ursula picked up another item, also gold in color. It looked like a piece of seaweed. But what could the sea witch need a piece of seaweed for? Ariel soon forgot the question as several of Ursula's tentacles spread her legs apart. The girl closed her eyes and let her head loll back, but again, Ursula's tentacles forced her head up and opened her eyes. She watched curiously as the witch lifted her legs slightly and pulled the piece of seaweed up between her legs. Ariel could now see that it was a circle of seaweed with one piece that divided it in half. Each of her legs was in one of the pockets formed by the dividing strand.

Ursula pulled up the seaweed until the circle settled very low on her hips. The dividing piece of golden seaweed covered the holes between her legs, but only just barely. She could also feel the piece settle tightly in the cleft of her ass. Ariel looked at Ursula curiously but didn't protest.

The sea witch smirked at her young lover and led her toward the clam lounge.

"My dear, you must be tired. Why don't you sleep?" Ursula suggested, pushing Ariel down onto the lounge.

"But Ursula," Ariel started, reaching for a tentacle. Ursula drew them away and shoved Ariel down, holding her down with her tentacles.

"I said sleep," Ursula said in a dangerous voice, reminding Ariel of the fact that she was still a sea witch. Ariel nodded but pouted innocently yet seductively. Ursula smiled darkly and moved so she was settled on the lounge with Ariel leaning her head and shoulders on her body, but otherwise laying in her tentacles. The human-mermaid girl closed her eyes as the tentacles moved over her barely covered body, suction cups clinging and sucking on her skin. Ariel trembled as they slid the seaweed down and a tentacle prodded at her hole, which was dripping again.

As the fiery-haired girl quivered, the tentacles teasing and touching, Ursula smiled. King Triton's most innocent daughter was hers.

.**oOHer InnocenceOo.**

**I said it was pure smut at the beginning. Flames entertain me; go ahead and vent about how perverted I am.**

**I revised this at the request of the author of "Tentacled".**

**Reviews are lovely!**


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